


Tifa Lockhart: Materia Milk Mom

by SlutWriter



Category: Final Fantasy VII
Genre: Breeding, Cock Worship, Creampie, Cum Inflation, Cum Vomit, Cum belly, Deep throat, Dirty Talk, Excessive Semen, F/M, Huge Breasts, Hung Shota, Incest, Lactation, Smegma, Thick Cum, Vaginal Sex, body transformation, huge cock
Language: English
Status: Completed
Published: 2019-07-18
Updated: 2019-07-18
Packaged: 2020-06-30 11:04:14
Rating: Explicit
Warnings: Underage
Chapters: 1
Words: 7,036
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/19851832
Author URL: https://archiveofourown.org/users/SlutWriter/pseuds/SlutWriter
Summary: Seven years after the events of the Geostigma, Tifa Lockhart has returned to 7th Heaven with her young son, Max. However, it's difficult to make ends meet, and a new faction led by Shinra child heir Tyler Shinra makes her a lewd offer that's too good to pass up.





	Tifa Lockhart: Materia Milk Mom

“Max, your tie is crooked!” Tifa said to her son, who was standing in front of her with his book-bag hoisted over one shoulder and his school blazer buttoned, ready to head off for another day of lessons at the Midgar Academy. His head reached only to the waist of her familiar barmaid’s outfit - skirt, suspenders, white halter, fingerless gloves - and she had to stoop to one knee in order to straighten him out. When their faces came together, showing identical milky complexions, red-tinted eyes and black hair, the mother-son relationship was both physically and emotionally clear. Tifa’s doting look of overprotective worry was one she reserved only for Max.

“We’re gonna learn about Materia today,” Max said, while Tifa fiddled with re-knotting his tie. 

“Is that so?” Tifa said. “You know, Materia today is a lot different than when I was a girl.”

“You used to use it for fighting, right?” Max asked, eyes wide. He was six years old and cute as a button; his black hair short on the sides and an inch long up top, Tifa thought he was one of the handsomest young boys in his class. 

“Yes,” Tifa said, tugging the tie tight. “But you don’t have to worry about that, Max.” She stood and dusted Max’s shoulders lovingly before leaning over and kissing him on top of his head. This always caused her massive, swollen tits to hang directly in his young face - her already famously large breasts had  _ exploded _ with motherhood and in the intervening years, and were now more than twice as large as they had been when she, Barrett Wallace and Cloud Strife had been members of Avalanche. They were so large, in fact, that the bottom half of each breast emerged in a plump half-moon shape at the bottom of her halter, a twin helping of enormous underboob that was more popular with 7th Heaven’s sparse customers than anything on the drink menu.   
  
When Tifa felt the hot exhale of Max’s breath against the underside of her tits, her face flushed with redness and he had to knock her knees together and bite her lip to contain the ovary-throbbing burst of matronly instinct that followed. She took so much pride in being a good mother to her son, and providing for his every need, that sometimes she just wanted to pull him onto her lap and breast-feed him. Despite Max’s age, her body - breasts in particular - seemed to be unable to process the message that breast-feeding age was long past, and the hot, sweet, creamy white liquid choking every pore and duct in her enormous milkers made her  _ ache _ for release!

“Mom, are you okay?” Max asked, as Tifa had been biting her lip and staring off into space. “Are you worried about the rent again?” 

Tifa shook out the cobwebs and brought a shamed hand to her mouth. “Oh, no- I’ll figure out a way to pay, Max. I promise.” In addition to being Tifa’s place of business, 7th Heaven was also home to her and her son. She had turned the old Avalanche secret hideout - accessible via a hidden switch in the bar’s aged, out-of-order pinball machine - into Max’s room.

Max fished around in his backpack and took out a drawstring bag and offered it to his mom. “Here you go, mom,” he said. “For the rent. I wanted to help so I’ve been doin’ jobs after school, too. Just like you!” Tifa was astounded as she took the sack and found it stuffed to the brim with gil! There had to be at least seven or eight hundred.

“Max!” Tifa gasped. “You earned this much?” 

“Yeah!” the boy replied, and his face was proud. “I want to be a real ‘man of the house’ n’ help pay for stuff!” He beamed up at Tifa and she beamed back. He was  _ so cute _ , and Tifa just knew he would someday grow up to be an unbelievably handsome man as well. She didn’t quite know who Max’s father was; after the Geostigma and Midgar’s subsequent redevelopment, she and the others had drifted apart, and times had grown hard. During this time, she’d taken to prostitution to make ends meet… and after one particularly large gangbang with some ex-Shinra soldiers (and executives, and scientists), along Max had come. And that wasn’t even a complete list of who she had fucked - besides fucking for money, she had also fucked a great number of people for fun. She had fucked Cloud, obviously, as well as most of her male acquaintances from the good old days. Heck, due to Max’s skin tone, the only one she could safely rule out was Barrett. And, probably, Nanaki. 

They had been wild times, and now Tifa was down on her luck, spending every gil she earned to keep the lights on and allow her son to attend Midgar Academy, the best private school in the redeveloped city. But the new streets and apartments and shopping districts took people away from the old slums, not toward them, and business was slow… and shady. Tifa couldn’t help but think about this as Max waved goodbye and ran out the door, leaving her with the bag of gil in hand. It was a big help… but not quite enough to pay all of their rent.

Tifa walked behind the counter and crossed her arms over her belly. Her huge breasts were  _ on fire _ with the need to lactate, the need to  _ be a mother _ and  _ feed kids _ . It had been years since Max was an infant, but the need to provide for a boy had never left her; if anything, it had increased. Making sure the door was closed and that no customers would disturb her in the early hours, Tifa leaned over the bar and lifted her halter top free to let her tits hang down fully. They dropped and bounced. She had so much tit-meat that it took several seconds for them to settle. Her nipples were swollen and totally engorged - bit, pointy, fleshy mounds with fat, milk-sopping pores that looked fit to burst. She experimentally brought a hand up to her left breast, her palm tiny in comparison to all that milk-loaded meat and squeezed.

“Auuuugh!” Tifa gasped, as a sprinkler spurt of hot, creamy milk splattered on the countertop - half a dozen thin streams from her pores and one big, fat, stream from the tip of her engorged nip. It felt so good. She wanted so badly for Max to take hold of her, latch his mouth onto her, feed from her! Yet he was too old, and it would be a strange thing for her to do since her nipples were such sensitive erogenous zones. Tifa nibbled her lips and rubbed her thighs together as she soaked her panties with lube from a throbbing pussy that had come alive at the slightest touch of her indecent breasts. It was shameful, she knew, but she coudn’t help it! She wanted a  _ kid _ to suck her tits out! She needed  _ feed a boy _ and make him grow up big and strong!

Before she could tend to her matronly needs, there was a creak and clatter from the front of 7th Heaven. The door was opening! A customer had come after all, and she was at the bar, with her huge tits out, leaking milk like a sow! She raced to cover herself, but just as quickly as it had arrived, her urgency and alarm dissipated when she saw  _ who _ the visitor was. She could barely see him as he stepped in because he was only a boy, and no taller than her son. A blonde-haired, steely-eyed boy in an expensive suit that made him look like a child trying to play CEO. 

Tyler Shinra.

“Put your tits away,” the boy said, strolling in like he owned the place. “I’m here on important business!” Tyler claimed to be Rufus Shinra’s son, and heir to the pre-Sephiroth fortunes of the Shinra corporation. From the boy’s appearance, Tifa believed him. He had the same haircut, the same sense of entitlement, and the same selfish, money-first attitude. Not many boys would ever think to wear a double-breasted suit with a designer overcoat, but Tyler insisted on such things - in addition to being chauffeured around by helicopter and two-cylinder limousine. He stepped inside, closed the door and locked it, insuring whatever might happen would transact in privacy.

“Tyler!” Tifa exclaimed, moving to cover herself. “I mean, Mr. Shinra.” She couldn’t help trembling as she saw the confident boy stride up to the bar. He was probably the same age as her son Max - in fact, they attended the same school - and could only boost himself up onto the barstools with difficulty. Tifa felt her body trembling with anticipation. With 7th Heaven’s business on the downturn, this boy was one of her major sources of income. Though young, he had the appetites of an adult, and paid her thousands of gil to grope her breasts and drink the hot, heavy milk from them… in addition to other even more intimate services. Tyler had lost his virginity to Tifa when he was just five years old, and came by to get a blowjob or fuck her several times a week, leaving a few thousand gil if she did a good job. Sometimes, he brought his young friends along and she would service them too. Though Tifa was loathe to admit it, she got unbelievably turned on from these lewd sex sessions with cute young boys. Popping their cherries, taking their big young cocks out of their pants and making them explode down her throat… and of course, feeding them their fill of milk from her suck-needy tits! 

“You’re needed for an important job,” Tyler said, and then ran a hand back through his silky blonde hair after boosting himself up to the barstool. He really was the spitting image of Rufus. “Now, give me a glass of milk.”

“Y-yes, sir,” Tifa stammered, and reached below the counter to bring up a clean glass. Her tits were aching, it would be such a relief! 

“Yes,  _ President! _ ” Tyler corrected. “Don’t forget I’m in charge now!” His voice carried a bratty, cocksure arrogance beyond his tender years.   
  
“Yes, Mr. President,” Tifa said, and then placed one of her nipples directly into the large glass. The rest of her bulbous titmeat piled on top, too wide for the mouth of the glass, and she leaned on it like a woman trying to flatten dough, her cheeks reddening. Using two hands, she squeezed, and huge gouts of thick milk began to spray into the glass, filling it very quickly. She gasped and her legs wobbled. The feeling of milk flowing through her ducts was pure ecstasy; her pussy immediately became soaked. She couldn’t help it - when young boys were around, her need to serve and feed and care for them went into overdrive! With Tyler looking at her expectantly, she just wanted to be the  _ perfect cow _ for him!

_ I’m sorry Max _ , she thought.  _ I have to keep this a secret from you. But so many boys your age from the neighborhood have been sucking the milk out of my tits… and they’ve all lost their virginity by fucking me raw! But I won’t have to do this much longer! If I can just make enough gil- _

It was serendipity that as she dreamed of gil, pulling her breast from the glass and sliding it across to Tyler, the boy slid something right back - a bag containing  _ fifty-thousand _ gil! Tifa’s eyes went wide.    
  
“Fifty thousand?!” she gasped. “But what could I possibly-”

“You can help me and the Neo Shinra Research Division with some experiments,” Tyler said, and raised the glass to his young lips, taking a long drink of Tifa’s thick, creamy, delicious breast milk. “Show up at the lab in six hours and I’ll increase that payment by ten times.” He finished gulping the milk and wiped his mouth with the back of his hand, smirking a little as he added: “Do a good job and you won’t have to worry about gil ever again.”   
  
With that, Tyler slid down from the stool, and without so much as a goodbye, walked out the front door, leaving Tifa to contemplate her good fortune.

* * *

The lab was in the same location it had been last time Tifa had been in the Shinra Towers, which brought back some rather spooky memories - but as Tifa rode the elevator to the upper floors, she reminded herself that things had changed and Shinra was a different company now, spearheading the reconstruction of Midgar. She was dressed in a familiar combination of short black skirt, suspenders and halter top. Motherhood had made her breasts too large to fit entirely in the top, and they bulged out and pressed the suspenders further to the side than they used to, but it was a nostalgic fit all the same. Plus, it was how Tyler Shinra enjoyed seeing her, and if she could make him happy, Tifa thought, he would be more likely to open up the purse strings and make her money problems disappear.

The elevator arrived and the door opened. Tifa stepped out and was greeted by two boys - Tyler, and another boy who looked so uncannily like Professor Hojo that her fighting instincts were almost triggered. However, this kid, despite sporting Hojo’s long black hair and ponytail, complete with lab coat and hunched-over posture, couldn’t have been more than six years old.

“About time you got here, Tifa,” Tyler said, and then gestured to the other boy. “This is Lumen, the youngest ever to get a degree in Mako-related science at the Midgar Academy.”

Tifa looked down and blinked. The two boys were much shorter than her and in prime position to see the huge bulges of underboob sticking out of her top, but the scientist boy didn’t seem interested in such things. He pushed his glasses up his nose and uttered a nasal laugh. “Ah! You must be the specimen! Quite a matronly specimen, indeed! Those breasts - your cup size must be extraordinary. No doubt your milk production is off the charts!” He rubbed his hands together. “Most excellent.”

“It turns out Professor Hojo had Lucrecia pop out another kid and kept him on ice,” Tyler explained. “We found Lumen here stored away in a cryo-pod in one of the reactors.”

“Indeed!” Lumen said. “But I wasn’t injected with Jenova cells. Thus, I am simply a normal flesh-and-blood human of dizzying intellect!”

Tifa looked back and forth between the two cute boys with confusion. “So… what’s this experiment I have to help with?” she asked.

“Ah! It’s quite simple,” Lumen said, and he began to walk, hands behind his back and hunched over, toward a control panel at the opposite side of the room. Beyond it, a huge, cylindrical glass enclosure stood empty - with no ceiling or floor, and a dark shaft leading down below. It seemed like a place where a platform could be raised, and Tifa immediately remembered Hojo’s experiments with Aeris and Red XIII. He had intended to mate them together!

Tifa’s belly trembled. So, it was going to be sex for gil! Well, it wouldn’t be the first time for her. She only hoped that the job wouldn’t be too gruesome… who knew what strange experiments Lumen and Tyler were running in Shinra Towers!

“Behold!” Lumen pushed the button and the floor of the test chamber began to rise, slowly revealing a plush rectangular platform that looked like a cross between an examination table and a bed. “Your mate is my finest subject yet,” he intoned, and then began to read from the control panels bear his side of the room. “Six years old, with a tested IQ of 152. Three-foot four, blood type B-. A penis that reaches sixteen inches, with a circumference of eleven inches-”   
  
_ Sixteen inches!  _ Tifa’s heart started beating faster. Something like that would absolutely wreck her tight pussy! Yet she was also intrigued to see, and walked over to the railing to gaze down on the platform as it came up. 

The large circular elevator had a bed on it, and laid on that bed, appearing to sleep quite soundly, was a boy - a cute black-haired boy that Tifa knew all too well.

“Max!” she gasped, and moved along the walkway to press against the cylindrical glass, eyes wide as saucers. Her breasts pressed and flattened against the clear surface as she struggled to see inside. It was Max - she had bathed him personally many times, and recognized his naked body, the shape of his limbs, his chest, his adorable young features - but something quite unfamiliar was going on between his legs. Jutting from his smooth, hairless pubis was a towering, erect slab of throbbing cock! It was absolutely huge… easily the claimed sixteen inches and thicker than her arm, and as her eyes crept from tip to base, she saw it was attached to a pair of swollen, heavy testicles that were large enough to fill her palm!

“We had Max carry a Modesty Materia for these last few months,” said Lumen, pushing his spectacles up his nose and cackling with pride. “We couldn’t have you checking his pants and finding out about our little experiment. But now, you can see our progress for yourself. His testicles are ten times the volume of a normal human, and he the sperm and seminal fluid he produces has a viscosity equal to that of thick porridge. His breeding prowess is unmatched! In fact, both of his previous test partners were rendered infertile by the sheer amount of semen he ejaculated into their wombs! Their ovaries were suffocated into uselessness!” He thrust his arms out majestically. “But with a suitable partner, Max will reach the next level of our evolution! In time, he will produce offspring who will allow us to travel the stars as the Ancients did!”

Tifa felt conflict tearing her apart. She had always taken so much pride in her son and knew he was going to be something special. Seeing that enormous cock - bigger and longer than _ any other boy or even any adult in Midgar, made her belly quiver with a sick sense of pride. Max’s big dick came out of my womb _ , she thought.  _ He’s such a breeder!  _ Yet at the same time she was concerned about his well-being, having had plenty of experience with the fallout of Shinra experiments.

“Max was happy to help us,” Tyler added. “He wanted so badly to make some gil to help you keep that bar open. He said he would help us with any tests as long as we gave him enough money. Hmmph! Such a mama’s boy!”

Tifa peered through the glass and her face turned into an expression of overwhelming love. Her adorable son had just wanted to help out with the bills! Even at such a young age, he was learning to be a  _ provider _ ! In that instant she wanted to do anything she could for him. She wanted to take care of all his needs, no matter how base and brutal, like a good mother should! Her tits burned in their confines and her pussy was absolutely soaked as she looked at Max’s erect, bulging cock. God, she  _ wanted _ it! She  _ wanted _ her son!

“We’ve wanted to mate him and start the breeding process for some time,” Lumen said. “But the last few… were ruined by his size and virility. Their bodies weren’t able to take it. We thought perhaps you would be different.”   
  
“Oh, yes!” Tifa gasped, face pressed against the glass. “Let me take care of him! My son needs a real woman!” Any hesitation she might have felt was completely gone. The thought of other female partners made her sick with jealousy. Only  _ she _ could handle all that Max had to give out! Only  _ she _ could make the experiment a success, and earn Tyler’s promised reward! When Lumen pressed a button and the glass slid open, she wasted no time, stripping off her clothes as she went, even kicking off her boots and peeling away her gloves to clamber onto the bed with him totally in the buff, her silky skin and huge, leaking tits on display.

His eyes, red like hers, opened as soon as she slid a hand under his neck to cradle him. “Mom?” he asked, sleepily. “What are you doing here?”

“Hush, Max,” Tifa said, and she was blushing underneath her eyes, her face growing hot, her opposite hand venturing to grip her son’s cock and cup his heavy balls. She lifted one big, fat nut and could feel thrumming, cum-producing power of it! In her mind’s eye, she saw big, virile swimmers being created, wriggling in a sea of chunky, super-thick sauce. “Let mommy take care of you!”

She moved one of her aching breasts to his mouth, and the boy blushed and seemed to hesitate at first, turning his head slightly. “It’s okay, Max,” Tifa chided. “It’s okay. I want you to drink as much as you want. I want you to  _ suck my tits out _ !”

Max reached up and his small hand all but disappeared into Tifa’s supple, marshmallow-soft boob meat. “I always wanted to do this, mom,” he admitted. “But I was afraid to tell you!” Tifa pressed her nipple down into his mouth - the wide, darker-pink, raised disc was larger than his mouth, nearly the size of his face - and moaned as Max hollowed his cheeks out and began to draw the creamy, nutritious, stud-fueling milk from her ducts. Instinctively, she sank down next to his hip, spreading her knees and thrusting out her ass, making her pussy more available for her fingers.

“Oh, Max!” she moaned. “I never wanted to stop letting you suck my tits! I wanted to feed you every day to help you grow up big and strong!” She could feel the thick, heavy lines of milk being drawn out from her son’s hard suction, making her breast tissue vibrate! “Nnnngh!” she groaned, her belly swimming in firecracker mini-orgasms. “From now on I’ll feed you every day! All day! Any time you want!” The boy had two hands on her right breast, mashing it against his face, reveling in her size and her softness and the hot, thick milk he was draining from her. His suction pulled her nipple into a conical shape and rivulets of the white cream ran down his cheeks as he devoured her like a hungry wolf cub.

Tifa felt Max’s cock throb in her opposite hand. It was so beefy, so thick, and the veins seemed to stand out and have a slight blue mako energy tinge. She had never been so turned on in her life - no intimate moment in her past could compare to getting an up-close and personal look at her own son’s towering penis! The big, helmet-shaped tip alone looked like it would dislocate her jaw! Tifa watched as a big pearl of glistening sperm gathered in Max’s pisshole and began to leak down.

“Max, your cock is so amazing!” she moaned.

“You like it, mom?” Max said, pulling his mouth from her nipple long enough to speak. “I was afraid to show you since it got big.”

“You never need to be afraid,” Tifa replied, breathily. “Mommy likes it! Mommy is so proud of it! I’ll take  _ good _ care of it for you!” And with that promise, she sat down on the bed and pulled Max onto her lap like a nursing infant, giving him her mammoth boob to suck on one side and stroking his fat meat pole on the other. She lowered her mouth onto it and found she could barely take it in, her lips stretching into a sleeve as she took the tip into her mouth and throat. She felt Max’s fat, bulging cum tube swell with semen and as she put some pressure on it with her fingers, her mouth was instantly filled with a blast steaming, chunky, lumpy semen that hit the roof and then spread out to cover her tongue and teeth!    
  
Tifa’s eyes went half-lidded as she gurgled in utter ecstasy at receiving her six-year-old son’s full, heavy emission! It was only pre-cum but  _ so thick  _ and there was  _ so much _ of it! Her graceful throat bulged and receded as she dutifully swallowed the thick, strong-tasting cream in multiple gulps, then removed her mouth from Max’s cocktip and wiped the corner. “Oh!” she gasped. “There’s so much! It’s like you want to get my mouth pregnant!” 

“I… can’t help it, mom!” the boy peeped, speaking sidewise from behind his face full of boob. “Your boobs are so big and you’re so sexy! And your mouth feels real good!”

“You can use mommy’s mouth any time you want, Max!” Tifa said, and she craned her neck back down and took his cock back in, raising and lowering her head on it, letting the big, round prick helmet bulge out her cheek and then burrow into her throat, making an adam’s apple shape, causing soft gagging noises to emanate as she orally serviced her son. She was able to take half of his mammoth prick down her gullet before she had to slightly switch positions, leaning over him more, gagging harder as she went further down. Her soft, shining black hair was tickling over his young thighs, his pubis, and his balls, and Max gasped and responded by thrusting up to meet her, still in his cradled position, bracing his feet. 

_ GLUUUURK! GLLLUUARK! HLLLLGH! _

Tifa’s pussy was spasming with orgasmic delight as she allowed her son to plunder her throat. Her breast was so big and pliable that he could still suck her nipple as she did it, suckling lewdly and stretching her titflesh out to meet him as she took his entire sixteen inches of meat deep into her mouth, moaning out to her in between sucks, confessing his needs to her in between taking deep, milk-spraying pulls with his lips.   
  
“Nnngh!” Max gasped, pumping his hips up steadily, slowly. For his erect cock to get the correct angle down Tifa’s throat she had to lean far down. He was clinging to her big, milk-filled breast with two hands and his thigh. “Your throat feels so good! I wanna do this all the time now! I wanna do this every day! Nnnngh! I’m gonna shoot all my stuff! I can feel it coming!”

They tumbled together onto the bedding; Tifa toppling over backwards and pulling Max down with her, from cradle to north-south position, his cock lodged in her throat completely and his precocious young body draped over her boobs, with his cheek laying against her belly button. Her nipple fell from his mouth and the boy gripped the turgid, erect nub with one hand, while also grabbing its opposite, using those big nipples like handholdsm, pulling and jerking those enormous milk tanks and making them bounce and wobble as his cute buttocks tightened and he thrust as hard as he could into his mother’s throat and plowed her head down into the mattress, his back arched and his head thrown back as if he were a wolf howling at the moon. His big, round balls completely obscured her facial features.

_ SPLLLLRG! SPLRRRRRT! SPLLLLTHHTHT! _ The sounds of cum exploding from Max’s dick could be heard throughout the lab, and Tifa’s smooth, fair-complexioned belly - still showing a hint of abdominal definition even in her more matronly MILF years - fluttered as fat gouts of cum hosed her down from the inside. Her midriff began to bulge after the tenth shot, and steadily increased with each one thereafter. At the same time, Max was squeezing and milking and kneading her huge tits, causing thick blasts of milk to spray all over the glass chamber. Her hot, steaming gouts of mother cream were nearly as copious as the sperm shots pouring into her stomach.

Tifa was in heaven, orgasming powerfully from her throat being abraded by cock and her huge breasts milked, every sliding, squeezing, erupting blast of milk made her ducts feel like they were on fire with climax. Max had swallowed so much of her milk, and now he was fucking her throat, on pure instinct. Her cute young son was a hungry, all-consuming breeder! A true alpha stud! In that moment, her love for him was overwhelming, as was her need to feed and nourish and satisfy him. Only a mother would do, she knew. Only a mother could take his huge, thick loads! 

“Amazing,” Lumen commented, looking at his clipboard. “The breeding instinct of this specimen is so strong, he’s actually trying to impregnate her stomach. Since this is his first orgasm of the day, he’s shooting over a  _ gallon _ of his mako-infused semen in there.” He paused and looked thoughtful, wringing his hands together in an unconscious imitation of his mad scientist father, Hojo, then put a finger to his chin and mused: “I wonder if pregnancy outside the uterus would be possible from the sheer volume of semen alone?”

Lumen and Tyler watched, pugnacious faces pressed against the glass and fogging it up, as Max’s orgasmic twitching slowed and stopped, and he rolled off of his mother’s face, withdrawing the spent sword of his cock and letting it flop over one thigh as she lay on his back, breathing hard. Tifa, also on her back, rubbed her hands over her swollen belly and moaned, then opened her mouth and retched out a huge gout of semen that arced over two feet to the floor. As Lumen’s chart had predicted, the stuff was chunky and thick, like oatmeal. Tifa turned onto one hip, vomited out more cum, then wiped her mouth with the back of her hand.   
  
“Nnngh! You shot so much!” she moaned, looking sideways at a panting Max. “And it’s so chunky and thick! I have to chew it to swallow it!”

“Sorry!” the boy said. “I couldn’t help it.”

Lumen knocked on the glass with one slender knuckle. “Very promising,” he squeaked, in his slightly nasal voice. “The other specimens broke almost immediately! But he hasn’t yet reached the required level. You must continue!” 

“I don’t know what he means, Mom,” Max said, looking confused. “He always talks about my level but I’m trying as hard as I can.”

Tifa lifted a leg over Max’s small torso and straddled him, her boobs hanging down in his face, taking care not to crush him. His cock, flagging a little bit still impressive, jutted up between her buttocks. She looked down at him lovingly, a mother playing with her son. “It’s alright,” she said. “You can do it, Max. I know you can.” She lifted her breasts, pushing them together and licking her lips, then smiled. “Don’t you want to put it between  _ these _ ?”

Max’s eyes went wide. “Do I ever!” he said, excitedly. “I’ve been thinking about that all the time!” He blushed at the admission, and Tifa blushed back. She shifted back, lifting her leg over and settling back in with Max’s cock front and center, before smooshing her huge breasts together around the shaft. It was large enough that the tip still protrude from her cleavage.

“Let mommy help you, Max,” Tifa breathed, staring her son hotly in the eye. “Let mommy take care of you!”

Tyler rapped on the glass. “Hey, Tifa! Say lots of dirty stuff to him! Maybe that will help!” he barked, in his typical bratty Shinra tone. 

Tifa looked at Max doubtfully, and the two blushed again and she continued to achingly, slowly milk his long prong, greasing it up with her breasts and the milk that was splattered on them. So soft, so warm! “I… I want you to fuck my tits, Max,” she seethed. “I want my  _ six-year-old son _ to  _ fuck up _ my big, fat tits with his monster cock! I want you to suck out my fat fucking milkers, Max. Suck mommy’s milk tanks and fuck mommy’s slutty pussy!”

“Nnngh… mom!” Max moaned, biting his lower lip. “You never said words like that before!” The boy’s cock was back to full erection, and Tifa was dipping her tongue into the piss slit as she mopped the shaft with her milky, bulging funbags. 

“It’s alright, Max,” Tifa assured, looking down smokily at him. “I’m your mother but I’m also your slut! I want to talk really dirty to you and get that big dick hard so you can cum all over my tits! You can do it any time you like. If I’m at home, asleep, and you’re feeling horny, you can crawl into bed with me and shove your big dick between my tits and just start fucking! And cum all over my face, too! Cum wherever you want! You’re my son and you have a special gift! From now on, you get to do whatever you like! I’ll even suck your dick clean every morning! The dirtiest parts! Don’t take a bath unless mommy tells you! Mommy wants to clean up all of your thick cock cheese!” As she talked, her motions became more urgent and Max’s eyes squinted shut as he rose to the brink of orgasm again. Tifa’s fat, milky fuck-juggs were engulfing his shaft and sliding all over his hips and belly as she gave him a sordid, aching titfuck!

“I never knew you were… nnngh... such a slut, mom!” Max panted, his smooth, bare chest rising and falling. “I won’t clean the tip myself if you don’t want. I’ll let you clean it!”

Tifa made a moaning noise. “Oh, yes! I want you to! I want to eat that thick, rich smegma! And I want you to  _ breed _ me!” Max’s prick had risen to full hardness and was leaking more cum. Before he could blow, Tifa rose up and stood over him, then squatted lewdly, guiding his cock between her legs. “I’ll show you something that feels even better,” she said, rubbing his round, throbbing prick flange against the swollen, moist lips of her pussy. A small triangle of black pubic hair gave way to a delectable treat below - her pale skin giving way to a deepening pink vulva that Tifa spread with her fingers to show the glistening hole beneath. A trickle of her nectar dripped down to add to the lubrication of Max’s big cock.

Tifa dropped her hips down and her warm, wet pussy steadily took inch after inch of her son’s cock. Her tongue fell lewdly out of her mouth as she dropped onto it, her body making an audible squelch as his meat stretched her out. The fist-sized tip pressed against her cervix and then beyond it, knocking down the door to her baby room and bulging up against the roof of her baby room, tenting it up into her guts, making a cock-shaped bulge around her belly button. “Your… huge cock… is going to reshape mommy’s pussy!” Tifa moaned as she began to bounce, her milk-soaked tits clapping together in time with her rise and fall. “Mommy is going to become your woman, Max! I’m your bitch! Breed me!”

Slllch! Squelch! The sounds of Tifa’s pussy and womb being churned by Max’s rock hard, throbbing pipe were audible all the way out to the laboratory floor, where Lumen and Tyler were watching with wide eyes. The older woman was carving herself up on her son’s cock, the meaty, thick spike plunging into her body again and again and again as she rode him. Lumen, eyes avid and fingers wriggling, pointed out the blue glow at the base of Max’s cock - his huge balls were nearly glowing with it. “It’s working!” cried Shinra’s head of research. “The filial connection is causing a reaction, as we suspected! Our subject is reaching the next level!”

“M-mom! It feels… so good!” Max gasped, as Tifa worked her wet, spasming pussy up and down his cock and bounced her fat fuck-juggs right in his face. “You’re so wet and tight!”

“I want you to fill me up with sperm!” Tifa moaned. “It’s so thick and chunky and better than other boys! You shot so much into my stomach, I could feel your big, healthy swimmers wriggling in there, trying to make a baby in me! I’m ovulating, Max! I know it! You won’t leave me any choice! Your cum will rape my eggs, Max! You’ll  _ make _ mommy’s body have a baby! Oh… I’m going to… I’m going to...”

Her lube was running all over Max’s big balls, and her voice was growing uneven as she approached the most mind-blowing orgasm of her life. Tifa had thought nothing could feel better than her cute, hungry son sucking her tits out, but his monster dick wrecking her womb was a step beyond. She wanted to get fucked by him forever and have his babies. She wanted to feed him and his new little brothers and sisters. She wanted to-   
  
“I’m gonna make you have baby, mom!” Max growled. Subtly, it seemed his voice was changing, deepening - still a child’s voice but with a strange, feral echo behind it. Vascular blue rivulets of mako energy were running under his skin, glowing in his veins. “You’re going to be a cow and a breeder! I’ll make you have babies nonstop and you’ll feed them all, all the time, every daaaay!” He clenched his small fists and threw back his head… and howled.

Tifa cried out in orgasm at the same time, cumming all over her son’s monster cock. Yet her wail entwined with a sound that wasn’t quite like Max at all. As Lumen cackled from the outside, saying it was happening, his experiment had worked, the boy had achieved his Limit Break, Max’s body began to elongate slightly and change. His fair skin turned a mottled brown, horns sprouted from his brow, a feral mane of black hair extended from his scalp. Tendons and joints popped and elongated into muscle as his mouth and nose morphed into the snout of a mighty canine, along with vicious teeth of the same kind. Powerful, sinewy tentacles, ribbed and rippling burgundy in color, sprouted from Max’s shoulders and wiggled in the air. 

Tifa accepted her son’s changes, even felt her heart throb with lust and joy for them. She loved Max no matter his appearance, and seeing his young body ripple with longer limbs, new muscle, and animalistic shape only made her more horny for her alpha boy. Yet the change that affected her most was the cock. It expanded and changed, growing from sixteen brutal inches to twenty, and growing in diameter by nearly 25%. Tifa moaned and gurgled into the air as her belly swelled up with the shape of the fat meat spike, drooling leftover cum from her oral creampie down between her huge tits. The cock changed color from a pleasing, boyish fleshy pink to a beastly blackish-brown, with a medial ring bursting at the center point, and, near the base, just inside her pussy, a brutal canine knot erupting and keeping her pussy absolutely locked. It was so thick, Tifa felt her bones creaking and her pussy stretching into new, lewd, beast-owned shapes.

Max, his eyes now a gleaming red, roared out with a bestial howl, and his elongated arms gripped Tifa’s hips with claws that left shallow red welts on her fair skin. The sound reverberated and Lumen and Tyler looked alarmed as the chamber resonated with a burst of Mako energy. Max’s cocktip, bulging and flanged and reddish purple, the crown ringed fleshy spikes, bulged out Tifa’s guts lewdly and began to explode directly into her womb. The blasts of semen were even stronger than Max’s human form - huge spraying, sloppy splatters of nasty cum that instantly filled and stretched out her baby sack, making her belly spill out and expand into a lewd, slovenly sperm gut that continued to expand with every spurt.

“Every cell in her body is being raped right now!” Lumen cackled with glee. “The subject’s ultra-powerful sperm will tear her fertile eggs apart and each piece will develop into a litter of offspring for first generation! Magnificent!”

Tifa came helplessly, her tongue lolling out her mouth. An explosion of cum spewed from her throat and across the room as the massive, gallon-sized load of Max’s new form displaced the huge reservoir of nut already in her stomach, and her tits also sprayed pathetically in all directions, drenching them both in milk. Her belly bulged out to the size of a beach ball, and she lost consciousness and her arms fell limp, her body wracked with orgasms. All the while, the cum-spraying sound could be heard from within her -  _ SPLLLLRG, SPLLLRG, SPLLLGRG _ !

Max ejaculated into her for nearly five minutes, and then tried to disengage, only for the brutal beast-knot in her pussy to prevent it. He began to stalk around the glass enclosure, docked with his mother’s pussy, dragging her in a cum-lubricated line across the floor while she moaned and her tits dragged and spewed milk. Only after another few minutes did Max return to normal form, and Tifa slid off his flaccid cock and to the floor, cradling her monsterous cum-belly. The boy stumbled and fell to his rear, confused, but Tifa reached from her prone state and guided his long, soft cock to her mouth, kissing and nuzzling it and using her tongue to lick around the crown and dig into the pisshole for leftover cum. 

“Success!” said Lumen. “But we have many more experiments to do, of course. You’ll need to mate with this specimen several times each day.”

Tifa seemed to know that her new role was to be Max’s experiment partner. Still sucking his dick, she gently put a hand around the sweaty hair at the nape of his neck, drew him close, and offered her massive breast for him to suck. As Max began to hungrily drain her bulging milk tank, she sighed with contentment. 

Being a good mother to her son was all she had ever wanted.  
  



End file.
